HomeMy WebLinkAbout2024-021Consulting Agreement
THIS AGREEMENT, entered into January 23, 2024, by and between INDIAN RIVER COUNTY, a political subdivision of
the State of Florida, hereinafter referred to as the "COUNTY", and Inspire Placemaking Collective, Inc. hereinafter
referred to as the "CONSULTANT".
BACKGROUND RECITALS:
The COUNTY selected CONSULTANT to perform and provide a Department of Utility Services Comprehensive Rate
Study ("Services"), based on a proposal submitted in response to Request for Proposals 2024025.
The COUNTY and the CONSULTANT, in consideration of their mutual covenants, herein agree with respect to the
performance of professional consulting services by the CONSULTANT, and the payment for those services by the
COUNTY, as set forth in this Agreement.
The CONSULTANT shall provide the COUNTY with consulting services and such other related services as defined in
the scope of work, provided as Exhibit 1.
NOW THEREFORE, in accordance with the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. COUNTY OBLIGATIONS
The COUNTY will provide the CONSULTANT with a copy of any preliminary data or reports available as required in
connection with the work to be performed under this Agreement, together with all available documents in the
possession of the COUNTY pertinent to the Services. The CONSULTANT shall satisfy itself as to accuracy of any data
provided. The CONSULTANT is responsible for bringing to the COUNTY's attention, for the County's resolution,
material inconsistencies or errors in such data that come to the CONSULTANT'S attention.
The COUNTY shall arrange for access to, and make provisions for the CONSULTANT to enter upon, public and private
property (where required) as necessary for the CONSULTANT to perform its Services, upon timely written request of
CONSULTANT to COUNTY.
The CONSULTANT shall not be considered in default for a failure to perform if such failure arises out of causes
reasonably beyond the CONSULTANT's control and through no fault or negligence of the CONSULTANT. The parties
acknowledge that adverse weather conditions, acts of God, or other unforeseen circumstances of a similar nature,
may necessitate modifications to this Agreement. If such conditions and circumstances do in fact occur, then the
COUNTY and CONSULTANT shall mutually agree, in writing, to the modifications to be made to this Agreement.
2. RESPONSIBILITIES OF THE CONSULTANT
The CONSULTANT agrees to perform all necessary Services in connection with the work set forth in Exhibit 1.
The CONSULTANT agrees to complete the work within the time frame specified.
The CONSULTANT will maintain an adequate staff of qualified personnel.
The CONSULTANT will comply with all present and future federal, state, and local laws, rules, regulations, policies,
codes, and guidelines applicable to the Services performed under this Agreement.
The CONSULTANT shall during the entire term of this Agreement, procure and keep in full force, effect, and good
standing any and all necessary licenses, registrations, certificates, and any and all other authorizations as are
required by local, state, or federal law, in order for the CONSULTANT to render its Services as described in this
Agreement. The CONSULTANT shall also require all sub -consultants to comply by contract with the provisions of this
section.
The CONSULTANT will cooperate fully with the COUNTY in order that all phases of the work may be properly
scheduled and coordinated.
The CONSULTANT will cooperate and coordinate with other COUNTY CONSULTANTS, as directed by the COUNTY.
The CONSULTANT shall report the status of the Services under this Agreement to the County Project Manager upon
request, and hold all drawings, calculations and related work open to the inspection of the County Project Manager
or his authorized agent at any time, upon reasonable request.
All documents, reports, maps, contract documents, and other data developed by the CONSULTANT for the purpose
of this Agreement, are, and shall remain, the property of the COUNTY. The foregoing items will be created,
maintained, updated, and provided in the format specified by the COUNTY. When all work contemplated under this
Agreement is complete, and upon final payment, all of the above data shall be delivered to the County Project
Manager.
The CONSULTANT shall not assign or transfer any work under this Agreement without the prior written consent of
the COUNTY.
CONSULTANT is registered with and will use the Department of Homeland Security's E -Verify system (www.e-
verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as
required by Section 448.095, F.S. CONSULTANT is also responsible for obtaining proof of E -Verify registration and
utilization for all subconsultants.
3. TERM; DURATION OF AGREEMENT
This Agreement shall remain in full force and effect for a period of three years, after the date of execution thereof,
or upon completion of all project phases as defined by the COUNTY, whichever occurs earlier, unless otherwise
terminated by mutual consent of the parties hereto, or terminated pursuant to Section 8 "Termination". The
agreement may be renewed for two one-year periods, upon mutual consent of the parties.
4. COMPENSATION
The COUNTY shall pay to the CONSULTANT a mutually agreed upon maximum amount not -to -exceed professional
fee for each completed task, on a deliverable basis, all as set forth in Exhibit 1. Invoices shall be submitted to the
County Project Manager, in detail sufficient for proper prepayment and post payment audit. Upon submittal of a
proper invoice the County Project Manager will determine if the tasks or portions thereof have been satisfactorily
completed. Upon a determination of satisfactory completion, the County Project Manager will authorize payment
to be made. All payments for services shall be made to the CONSULTANT by the COUNTY in accordance with the
Florida Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida Statutes, et seq.).
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No additional payment will be due to the CONSULTANT for administrative copies, printing, per diem, meals and
lodgings, taxi fares and miscellaneous travel -connected expenses for CONSULTANT's personnel.
The COUNTY may at any time notify the CONSULTANT of requested changes to the Services, and thereupon the
COUNTY and the CONSULTANT shall execute a mutually agreeable amendment to this agreement. Should this
amendment result in the reduction in services, the CONSULTANT shall be paid for the Services already performed
and also for the Services remaining to be done and not reduced or eliminated, upon submission of invoices as set
forth in this Agreement.
The COUNTY may, at any time and for any reason, direct the CONSULTANT to suspend Services, in whole or in part
under this Agreement. Such direction shall be in writing, and shall specify the period during which Services shall be
stopped. The CONSULTANT shall resume its Services upon the date specified, or upon such other date as the COUNTY
may thereafter specify in writing. Where the COUNTY has suspended the Services under this Agreement for a period
in excess of six (6) months, the compensation of CONSULTANT for such suspended Services may be subject to
modification. The period during which the Services are stopped by the COUNTY shall be added to the time of
performance of this Agreement.
5. ADDITIONAL WORK
If services in addition to the Services provided hereunder are required or desired by the County in connection with
the Project, the COUNTY may, at the sole option of the COUNTY: separately obtain same outside of this Agreement;
or request the CONSULTANT to provide, either directly by the CONSULTANT or by a sub consultant, such additional
services by a written amendment to this Agreement.
6. OWNERSHIP AND REUSE OF DOCUMENTS
Ownership and Copyright: Ownership and copyright of all reports, tracings, plans, electronic files, specifications,
field books, survey information, maps, contract documents, and other data first developed by the CONSULTANT
pursuant to this Agreement, shall be vested in the COUNTY. Said materials shall be made available to the COUNTY
by the CONSULTANT at any time during normal business hours upon reasonable request of the COUNTY. On or
before the tenth day after all work contemplated under this Agreement or individual Work Order is complete, all of
the above materials shall be delivered to the County Project Manager.
Reuse of Documents: All documents, including but not limited to reports, drawings and specifications, prepared or
performed by the CONSULTANT pursuant to this Agreement, are related exclusively to the services described herein.
They are not intended or represented to be suitable for reuse by the COUNTY or others on extensions of this project
or on any other project. The COUNTY's reuse of any document or drawing shall be at the COUNTY's own risk. The
COUNTY shall not hold the CONSULTANT liable for any misuse by others.
7. INSURANCE AND INDEMNIFICATION
During the performance of the work covered by this Agreement, the CONSULTANT shall provide the COUNTY with
evidence that the CONSULTANT has obtained and maintains the insurance listed in the Agreement.
CONSULTANT shall maintain for the duration of the Agreement, insurance against claims for injuries to persons or
damages to property which may arise from or in connection with the performance of the work hereunder by the
CONSULTANT, its agents, representatives, or employees. The cost of such insurance shall be included in the
CONSULTANT's fees.
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Minimum Scope of Insurance
A. Worker's Compensation as required by the State of Florida. Employers Liability of $100,000 each accident,
$500,000 disease policy limit, and $100,000 disease each employee.
B. General Liability $1,000,000 combined single limit per accident for bodily injury and property damage. Coverage
shall include premises/operations, products/completed operations, contractual liability, and independent
contractors. COUNTY shall be named an "Additional Insured" on the certificate of insurance.
C. Auto Liability $500,000 combined single limit per accident for bodily injury and property damage. Coverage shall
include owned vehicles, hired vehicles, and non -owned vehicles.
D. Professional Liability $1,000,000 per claim, $2,000,000 aggregate combined single limit.
CONSULTANT's insurance coverage shall be primary.
All above insurance policies shall be placed with insurers with a Best's rating of no less that A -VII. The insurer chosen
shall also be licensed to do business in Florida.
The insurance policies procured, with the exception of the Professional Liability, shall be occurrence forms, not claims
made policies.
The insurance companies chosen shall provide certificates of insurance prior to signing of contracts, to the Indian
River County Risk Management Department.
The CONSULTANT shall ensure any subconsultants to maintain the insurance as detailed herein.
The Consultant shall indemnify and hold harmless the County and its commissioners, officers, employees and agents,
from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons
employed or utilized by the CONSULTANT in the performance of the contract.
PURSUANT TO SECTION 558.0035 FLORIDA STATUES, THE CONSULTANT'S C
ORPORATION IS THE RESPONSIBLE PARTY FOR THE PROFESSIONAL SERVICE
S IS AGREES TO PROVIDE UNDER THIS AGREEMENT. NO INDIVIDUAL PROFES
SIONAL EMPLOYEES, DIRECTOR, OFFICER, OR PRINCIPAL SHALL BE INDIVIDU
ALLY LIABLE FOR NEGLIGENCE ARISING OUT OF THIS CONTRACT.
8. TERMINATION
This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty (30) days' prior written notice
to the CONSULTANT; or (b) by the CONSULTANT, for any reason, upon thirty (30) days' prior written notice to the
COUNTY; or (c) by the mutual Agreement of the parties; or d) as may otherwise be provided below. In the event of
the termination of this Agreement, any liability of one party to the other arising out of any Services rendered, or for
any act or event occurring prior to the termination, shall not be terminated or released.
In the event of termination by the COUNTY, the COUNTY's sole obligation to the CONSULTANT shall be payment for
those portions of satisfactorily completed work previously authorized. Such payment shall be determined on the
basis of the percentage of work complete, as estimated by the CONSULTANT and agreed upon by the COUNTY up to
the time of termination. In the event of such termination, the COUNTY may, without penalty or other obligation to
the CONSULTANT, elect to employ other persons to perform the same or similar services.
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The obligation to provide services under this Agreement maybe terminated by either party upon seven (7) days prior
written notice in the event of substantial failure by the other party to perform in accordance with the terms of this
Agreement through no fault of the terminating party.
In the event that the CONSULTANT merges with another company, becomes a subsidiary of, or makes any other
substantial change in structure, the COUNTY reserves the right to terminate this Agreement in accordance with its
terms.
In the event of termination of this Agreement, the CONSULTANT agrees to surrender any and all documents first
prepared by the CONSULTANT for the COUNTY in connection with this Agreement.
The COUNTY may terminate this Agreement for refusal by the CONSULTANT to allow public access to all documents,
papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes and made or received by
the CONSULTANT in conjunction with this Agreement.
The COUNTY may terminate this Agreement in whole or in part if the CONSULTANT submits a false invoice to the
COUNTY.
CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are not on the
Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not
engaged in a boycott of Israel. OWNER may terminate this Contract if CONSULTANT, including all wholly owned
subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found
to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set
forth in section 215.4725, Florida Statutes.
CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are not on the
Scrutinized Companies with Activities in Sudan List orthe Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List, create pursuant to Section 215.473 of the Florida Statutes and are not engaged in business
operations in Cuba or Syria. COUNTY may terminate this agreement if CONSULTANT is found to have submitted a
false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies
with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes.
9. MISCELLANEOUS PROVISIONS
Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the CONSULTANT
or employees or sub -consultants of the CONSULTANT are in no way to be considered employees of the COUNTY, but
are independent contractors performing solely under the terms of the Agreement and not otherwise.
Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous negotiations,
correspondence, conversations, agreements, or understandings applicable to the matters contained herein and the
parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning
the subject matter of the Agreement that are not contained in this document. Accordingly, it is agreed that no
deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or
agreements, whether oral or written. No alteration, change, or modification of the terms of this Agreement shall be
valid unless made in writing and signed by the CONSULTANT and the COUNTY.
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Governing Law; Venue. This Agreement, including all attachments hereto, shall be construed according to the laws
of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out
of this Agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States
District Court for the Southern District of Florida.
Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and additional, and not
in lieu or exclusive of each other or of any other remedy available to either party, at law or in equity. Each right,
power and remedy of the parties provided for in this Agreement shall be cumulative and concurrent and shall be in
addition to every other right, power or remedy provided for in this Agreement or now or hereafter existing at law or
in equity or by statute or otherwise. The failure of either party to insist upon compliance by the other party with any
obligation, or exercise any remedy, does not waive the right to so in the event of a continuing or subsequent
delinquency or default. A party's waiver of one or more defaults does not constitute a waiver of any other
delinquency or default. If any legal action or other proceeding is brought for the enforcement of this Agreement or
because of an alleged dispute, breach, default, or misrepresentation in connection with any provisions of this
Agreement, each party shall bear its own costs.
Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance
shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of
such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable
shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable
to the extent permitted by law.
Availability of Funds. The obligations of the COUNTY under this Agreement are subject to the availability of funds
lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County.
No Pledge of Credit. The CONSULTANT shall not pledge the COUNTY's credit or make it a guarantor of payment or
surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness.
Survival. Except as otherwise expressly provided herein, each obligation in this Agreement to be performed by
CONSULTANT shall survive the termination or expiration of this Agreement.
Construction. The headings of the sections of this Agreement are for the purpose of convenience only, and shall not
be deemed to expand, limit, or modify the provisions contained in such sections. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties
or parties may require. The parties hereby acknowledge and agree that each was properly represented by counsel
and this Agreement was negotiated and drafted at arm's-length so that the judicial rule of construction to the effect
that a legal document shall be construed against the draftsperson shall be inapplicable to this Agreement.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be
an original copy and all of which shall constitute but one and the same instrument.
10. Public Records Compliance
Indian River County is a public agency subject to Chapter 119, Florida Statutes. The Consultant shall comply with
Florida's Public Records Law. Specifically, the Consultant shall:
(1) Keep and maintain public records required by the County to perform the service.
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(2) Upon request from the County's Custodian of Public Records, provide the County with a copy of the requested
records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the
cost provided in Chapter 119 or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the contract term and following
completion of the contract if the contractor does not transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the
Consultant or keep and maintain public records required by the County to perform the service. If the Consultant
transfers all public records to the County upon completion of the contract, the Consultant shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure requirements. If the
contractor keeps and maintains public records upon completion of the contract, the Consultant shall meet all
applicable requirements for retaining public records. All records stored electronically must be provided to the
County, upon request from the Custodian of Public Records, in a format that is compatible with the information
technology systems of the County.
B. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords@indianriver.gov
Indian River County Office of the County Attorney
180127th Street
Vero Beach, FL 32960
C. Failure of the Consultant to comply with these requirements shall be a material breach of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
.•• •�OA1M/S"N.
OWNER: ;o��l •s���'✓F CONSULTANT: Inspire Placemaking Collective, Inc.
INDIAN COUNTY �•�� �((L �a":
By: ; By:
san Adams, Chairman =moo.. ;�o�? George Kramer, President
( CORPORATE SEAL)
ohn A. Titkanich, Jr., County Administrator
TO FORM AND LEGAL SUFFICIENCY:
By:
K. KeAJaektfan, Assistant County Attorney
Ryan L *B0 r, Clerk of Court and Comptroller
Attest: A- fj— pyj'�wc
Deputy Clerk
(SEAL)
Designated Representative:
Chris Balter
Long Range Planning Chief
180127th Street, Vero Beach, FL 32960
772-226-1250
cbalter@indianriver.gov
E
Attest
(If CONSULTANT is a corporation or a partnership,
attach evidence of authority to sign.)
c,°aDO�r
F
2LSE
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1�)- k ,
Designated Representative.�
g
Eric Raasch
Principal
4767 New Broad Street, Orlando, Florida 32814
407-683-6939
eraasch@inspireplacemaking.com
Exhibit 1— Scope of Services and Not to Exceed Fee
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07 1 Cost Proposal
inspirc
PI •Cf MAiIMt COILiC TIVi
Our professional fee for the above-described services shall be a lump sum of $128,010 for Tasks 1 through
5, as outlined below per Task. Direct expenses (e.g., travel, printing, etc.) are included. Additional services
requested by the County will be billed hourly based on the rate schedule below.
Task 1. Project Initiation $28,560
Task 2. Existing Conditions & Peer Review $43,775
Task 3. Public Engagement $29,185
Task 4. Report Production & Recommendations $14,890
Task S. BOCC Presentation/Final Report $11,600
TOTAL COSTS $128,010
Classification F Hourly Rates
Principal j $200-$350
Project Manager $165-$225
Senior Planner $145-$210
Senior Graphic Designer $135-$185
Planner I $100-$165
Indian River County, FL RFP #2024025 / Urban Service Boundary Stody 34 ,
Exhibit 2 — Proposed Schedule
Inspire
05 1 Project Schedule ...... °
_,,'
Production
-
Staff Review
Meetings with Staff
Meetings with Public
BOCC
a
Final Deliverable
RFP 92024025 J Urban Service HOund`Y sn
Indian PIVLf County, FL